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HomeMy WebLinkAbout25671AGREEMENT INFORMATION AGREEMENT NUMBER 25671 NAME/TYPE OF AGREEMENT PROTIVITI GOVERNMENT SERVICES, INC. DESCRIPTION SUPPLEMENTAL AGREEMENT/EXECUTIVE CONSULTANT II - ORACLE FINACE SME/MATTER ID: 25-1646 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 7/22/2025 DATE RECEIVED FROM ISSUING DEPT. 7/23/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla/Justin Griffin EXT. 1906/1949 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Protiviti Government Services, Inc IS THIS AGREEMENT TO BE EXPEDITED/RUSH: TOTAL CONTRACT AMOUNT: $ TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ■ FUNDING INVOLVED? YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (DETAILED SUMMARY): Supplemental Agreement for Protiviti Government Services, Inc. Accessing Houston -Galveston Area Council TS06-25, including the Master General Provisions and Master Special Provisions. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DIRECTOR/CHIEF PROCUREMENT OFFICER July 18, 2025 Annie Perez, CPPO 09:22:18 EDT SIGNATURE: M,n.--, SUBMITTED TO RISK MANAGEMENT July 18, 2025 ..... David Ruiz I 09:24:27 EDT SIGNATURE: &I,J, i6 H,� SUBMITTED TO CITY ATTORNEY matter 25-1646 July 21, 2025 George K. Wysong III 1 11:44:05 EDT r� ; 9.sr T sb,-, SIGNATURE: lok � APPROVAL BY ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER July 21, 2025 S F IMiNtTrPA 3A SIGNATURE: `h, Sp"';` APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: APPROVAL BY ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE Asael Marrero SIGNATURE: APPROVAL BY DEPUTY CITY MANAGER July 22, 2025 Natasha Colebrook -Williams 1 10:04:47 EDT SIGNATURE: C❑°=a�,/,oakw , RECEIVED BY CITY MANAGER July 22 , 2025 I Althalr:NGr®ga V SIGNATURE: a 4" SUBMITTED TO THE CITY CLERK July 22, 2025 I Ttl¢ 51-Ir�n Egir SIGNATURE: r:f'L PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Justin Griffin Contact Person Sr. Procurement Contracting Officer Title 7/18/2025 Date: Procurement Requesting Client (305) 416-1949 Telephone Legal Service Requested: Matter 25-1646: Supplemental Agreement for Protiviti Government Services, Inc. Accessing Houston -Galveston Area Council TS06-25, including the Master General Provisions and Master Special Provisions. Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 AGREEMENT/AMENDMENT OVERVIEW AGREEMENT TITLE: Supplemental Agreement under the Houston -Galveston Area Councial ("HGAC") Contract No. TS06-25 (the "Agreement") for Temporary Staffing Services . 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ❑ City Manager — Authority level of $ El City Commission — RESOLUTION No. 08-0581 2. PROCUREMENT METHOD: ❑ RFP/RFQ ❑ IFB ❑ ITB ❑ SOLE SOURCE El PIGGY -BACK ❑ COOPERATIVE ❑ PROFESSIONAL SERVICES UNDER $25,000 3. TYPE OF AGREEMENT: ❑ PROFESSIONAL SERVICES AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ SOFTWARE AS A SERVICE AGREEMENT ❑ LEASE AGREEMENT ❑ OPERATOR AGREEMENT ❑ CONCESSION AGREEMENT El OTHER (Please explain): Supplemental Agreement approved by City Attorney 4. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC AND INCLUDE THE PAGE NUMBER(S) THAT SPECIFIES WHAT IS BEING AMENDED ON THE CONTRACT. N/A 5. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? N/A 6. WHAT IS THE SCOPE OF SERVICES? Temporary Staffing of an Executive Consultant II — Oracle Finance SME, for six (6) months. 7. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Finance 8. IS THE AWARDEE INCUMBENT? N/A 9. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 10. WHEN DOES THE CURRENT CONTRACT EXPIRE? N/A 11. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? N/A 12.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Piggyback Contract Updated 1/29/2025 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 CITY OF MIAMI'S SUPPLEMENTAL AGREEMENT TO THE AGREEMENT BETWEEN THE HOUSTON-GALVESTON AREA COUNCIL ("HGAC") COOPERATIVE PURCHASING PROGRAM AND PROTIVIII GOVERNMENT SERVICES, INC. The City of Miami, a Florida Municipal Corporation ("City") is accessing Houston -Galveston Area Council ("HGAC") Contract No. TS06-25, including the Master General Provisions and Master Special Provisions, as amended, between HGAC and Protiviti Government Services, Inc. ("Protiviti"), a foreign profit corporation authorized to conduct business in Florida for the provision of Temporary Staffing with Protiviti (the "Agreement"). This Supplemental Agreement to the Agreement between HGAC and Protiviti includes applicable City legal requirements ("Supplement"). The current term of the Agreement is from June 1, 2025, to May 31, 2029. The effective date of access by the City shall be as of the last date of signature (the "Effective Date") and shall continue for so long as the Agreement is effective unless this Supplement is terminated in accordance with its terms. In the event of a conflict of terms herein, the parties agree that this Supplement shall prevail for Protiviti's services to City only. 1. All references within the Agreement to the Houston -Galveston Area Council or HGAC shall be deleted and replaced with the "City of Miami " or the "City," as applicable. 2. All references within the Agreement to the "Contractor" shall be the same as references to Protiviti, as applicable. 3. Contractor's responsibilities: A. Contractor will provide Temporary Staffing Services to the City in compliance with the costs identified in the Agreement and as indicated in the attached Exhibit "A", which is comprised of Protiviti's Quote for Pedro del Rio, Executive Consultant II — Oracle Finance SME. In addition to the Protiviti Quotes included in Exhibit A, any future Order which is signed by the parties and refers to this Supplement and the Contract shall be governed by this Supplement and the Agreement. For the avoidance of doubt, Protiviti shall not subcontract the Services set forth in the attached Exhibit A and any future Order. B. Contractor's responsibilities to the City will commence upon the provision of services. C. Contractor represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, (ii) it is not delinquent in the payment of any sums due the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; and (iii) each person executing this Supplement on behalf of Protiviti has been duly authorized to so execute the same and fully bind Protiviti as a party to this Supplement. Master General Provisions 4. Article 3 of the Master General Provisions titled, "Public Information," is hereby deleted in its entirety and replaced with the following language; 1 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 A. Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Contractor's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) if required, provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records that must be provided to the City in a format compatible with the City's information technology systems. Notwithstanding the foregoing, Contractor shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. SHOULD CONTRACTOR DETERMINE TO DISPUTE ANY PUBLIC ACCESS PROVISION REQUIRED BY FLORIDA STATUTES, THEN CONTRACTOR SHALL DO SO AT ITS OWN EXPENSE AND AT NO COST TO THE CITY. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(a�MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 5. Article 12 of the Master General Provisions titled, "Payment Terms/Pre- Payment/Quantity Discounts," is hereby deleted in its entirety and replaced with the following language; A. The amount of compensation payable by the City to the Contractor for all Work and Services performed under this Agreement includes all costs associated with such Work and Services, and shall be as stated in each individual Purchase Order to this Agreement, which by this reference is incorporated into and made a part of this Agreement. The City shall have no obligation to pay the Contractor any additional sum in excess of this amount set forth each Purchase Order, except for a change and/or modification to the Agreement, which is approved and executed in writing by the City and the Contractor. All Services undertaken by the Contractor before City's approval of this Agreement and any subsequent Purchase Order shall be at the Contractor's risk and expense. B. Payment shall be made in arrears based upon work performed to the satisfaction of the City within forty-five (45) days after receipt of Contractor's invoice for Services performed, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. 2 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 -218.79, Florida Statutes, and other applicable laws. No advance payments shall be made at any time. C. Contractor agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through Contractor and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Contractor. 6. Article 14 of the Master General Provisions titled, "Insurance," is hereby deleted in its entirety and replaced with the following language; A. Contractor shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "B" and incorporated herein by this reference. The City's agreement and title number must appear on each certificate of insurance. Contractor shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City Risk Management Director. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Director on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City Risk Management Director reserves the right to require the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's sub -contractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each sub -contractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director throughout the duration of this Agreement. D. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City Risk Management Director as soon as coverages are bound with the insurers, but in no event later than ten (10) days prior to the expiration of the existing insurance certificates. In the event that expired certificates are not replaced, with 3 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City Risk Management Director; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re - procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 7. Article 29 of the Master General Provisions titled, "Termination Procedures," is hereby deleted in its entirety and replaced with the following language; A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, for convenience, and without penalty or any stated cause, at any time, by giving written notice to Contractor at least thirty (30) calendar days prior to the effective date of such termination. In such event, the City shall pay to Contractor compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to Contractor for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The Contractor shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to Contractor for Services rendered by Contractor after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City or Contractor be liable to the other for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City or Contractor be liable for any direct, indirect, consequential or incidental damages. 8. Article 31 of the Master General Provisions titled, "Force Majeure," is hereby deleted in its entirety and replaced with the following language; A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its 4 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 9. Article 32 of the Master General Provisions titled, "Conflict of Interest," is hereby deleted in its entirety and replaced with the following language; Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Contractor hereby certifies to the City that no individual member of Contractor, no employee, and no subcontractor performing services under this Supplement nor any immediate family member of any of the same is also city employee or a member of any board, commission, or agency of the City. Contractor hereby represents and warrants to the City that throughout the term of this Supplement, Contractor, its employees, and its subcontractors will abide by this prohibition of the City Code. Contractor additionally agrees during the term of this Supplement not to serve as a paid expert witness, affiant or otherwise furnish evidence adverse to the City in a Claim brought against the City by any third party. 10. Article 37 of the Master General Provisions titled, "Indemnification and Recovery," is hereby deleted in its entirety and replaced with the following language; A. Contractor shall indemnify, save and hold harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, departments, employees, agencies, and instrumentalities (individually and collectively the "Indemnitees"), from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by performance of this Agreement by the Contractor, the Contractor's compliance and/or noncompliance with the provisions of this Agreement, and all laws and regulations pertaining to the Contractor's services which are applicable to the Contractor, the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Contract. Contractor shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, administrative, regulatory, statutory or similar claims, injuries or damages arising or resulting from the Services, even if it is alleged that the Indemnitees were negligent. In the event that any action, cause of action, claim, demand or proceeding (collectively "Claim(s)") is brought against the City by reason of any such Claim(s), the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, hold, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. B. B. The indemnification provided above shall obligate the Contractor to defend, at its own expense, to and through trial, mediation, arbitration, administrative, regulatory, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Contractor, or persons or entities employed or utilized by Contractor. These duties shall survive the cancellation or expiration of this Agreement. This Section shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 5 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 725.06 and/or 725.08, Florida Statutes, as they may be applicable, and as they may be amended. C. Contractor shall require all sub -contractor agreements to include a provision that each sub- contractor shall indemnify, hold harmless and defend the City in substantially the same language as this Section. D. Ten dollars ($10.00) of the payments made by the City shall constitute separate, distinct, and independent consideration for the granting of this indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor." 11. Article 38 of the Master General Provisions titled, "Limitations of Contractor's Liability," is hereby deleted in its entirety and replaced with the following language: Notwithstanding the foregoing and anything to the contrary in the Agreement, City and Contractor agree that Contractor's entire liability to City or any person asserting claims on behalf of or in the name of City, including, any reimbursement, excepting all indemnity, defense and/or hold harmless obligations arising therefrom, will not exceed in the aggregate, for all claims, liability, losses, damages or expenses, whether direct, indirect, consequential, incidental, punitive or special, the limits of insurance contained in Exhibit B Insurance Requirements. 12. Article 48 of the Master General Provisions titled, "Disputes," is hereby deleted in its entirety and replaced with the following language; Contractor understands and agrees that all disputes between Contractor and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Contractor being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City Commission. Contractor shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (one hundred twenty (120) days if City Manager's decision is subject to the City Commission approval); or (iii) the City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 (A) of this Agreement. 13. Article 49 of the Master General Provisions titled, "Choice of Law: Venue," is hereby deleted in its entirety and replaced with the following language; This Supplement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably, knowingly and voluntarily waive any rights to a jury trial in any action or proceeding between them arising out of this Supplement. 14. Article 50 of the Master General Provisions titled, "Order of Priority," is hereby 6 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 deleted in its entirety and replaced with the following language; In case of any contradictions and/or discrepancies between the parts of the Agreement and this Supplement, as to City only, precedence shall be given in the following descending order, except as otherwise required in the Agreement: 1. This Supplement and its Exhibits 2. The Purchase Order 3. The Agreement Notwithstanding the foregoing, the parties agree that no Purchase Order terms related to the provision or delivery of goods, including the applicability of the Uniform Commercial Code, apply to Contractor or this Supplement. Additionally, any and all requirements related to "acceptance" are inapplicable to the parties. Where such acceptance is required, it is evidenced by City's approval of the individual's weekly timesheet. Master Special Provisions 15. Article 4 of the Master Special Provisions titled, "Party Liability," is hereby deleted in its entirety; 16. Article 5 of the Master Special Provisions titled, "Governing Law & Venue," is hereby deleted in its entirety and replaced with the following language; This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion, memorandum, or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties freely, knowingly irrevocably waive any rights to a jury trial in any actions or proceedings between them related to this Agreement. 17. Article 8 of the Master Special Provisions titled, "Insurance," is hereby deleted in its entirety and replaced with the following language; A. Contractor shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "B" and incorporated herein by this reference. The City's agreement and title number must appear on each certificate of insurance. Contractor shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Contractor shall correct any insurance certificates as requested by the City Risk Management Director. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Director on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Contractor shall at any time upon request file duplicate copies of the Certificate 7 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Contractor of additional liability insurance coverage or coverage which is different in kind, the City Risk Management Director reserves the right to require the provision by Contractor of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Contractor fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. Such termination shall be considered a Termination for the City's Convenience. C. Contractor understands and agrees that any and all liabilities regarding the use of any of Contractor's employees or any of Contractor's sub -contractors for Services related to this Agreement shall be borne solely by Contractor throughout the term of this Agreement and that this provision shall survive the termination of this Agreement. Contractor further understands and agrees that insurance for each employee of Contractor and each sub -contractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Director throughout the duration of this Agreement. D. Contractor shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement, including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Contractor shall be responsible for submitting new or renewed insurance certificates to the City Risk Management Director as soon as coverages are bound with the insurers, but in no event later than ten (10) days prior to the expiration of the existing insurance certificates. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City Risk Management Director; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re - procurement damages from Contractor in conjunction with the violation of the terms and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Contractor of its liabilities and obligations under this Agreement. 18. Article 17 of the Master Special Provisions titled, "Prohibition on Contracts with Companies Boycotting Israel Certification," is hereby deleted in its entirety; 19. Article 26 of the Master Special Provisions titled, "Prevailing Wage," is hereby deleted in its entirety; THE FOLLOWING CLAUSES ARE ADDED TO THIS AGREEMENT: a) Notices All notices or other communications required under this Agreement shall be in writing and shall 8 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. AS TO THE CONTRACTOR Protiviti Government Services, Inc. John Owen, Managing Director 1737 King Street, Ste. 320 Alexandria, VA 22314 John.Owen©protiviti.com AS TO THE CITY: Art Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 anoriega©miamigov.com WITH A COPY TO: George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 gwysonq©miamigov.com Erica Paschal Director of Finance 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 esantamaria©miamigov.com Annie Perez CPPO Director/Chief Procurement Officer 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 aperez©miamigov.com b) MISCELLANEOUS PROVISIONS: A. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. B. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. C. Contractor shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, registration, and certifications required by law for professional service Contractors performing these services. 9 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 D. This Agreement constitutes the sole and entire Agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be approved in advance and in writing by the Office of the City Attorney as to legal form and correctness, and executed in writing by the City and Contractor. E. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the Indemnitees' liability as set forth in Chapter 768.28, Florida Statutes. Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees shall include attorney's fees, investigative costs, pre -suit or adjusting costs, or pre -judgment interest. F. If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. If modification or reformation is not possible, then such provision shall be deemed severable. In either case, the remainder of the Agreement shall remain unmodified and binding upon the parties. c) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. d) CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice. e) CITY NOT LIABLE FOR DELAYS: Contractor hereby understands and agrees that in no event shall the City be liable for, or responsible to Contractor or any subcontractor, or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. f) USE OF NAME: Contractor understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Contractor is allowed, within the limited scope of normal 10 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 and customary marketing and promotion of its work, to use the general results of this project and the name of the City. Contractor agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. g) NO THIRD -PARTY BENEFICIARY: No persons other than Contractor and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. h) SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. i) TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Contractor hereby certifies, represents and warrants to the City that on the date of Contractor's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Contractor under this Agreement are and will continue to be accurate, complete, and current. Contractor understands, agrees and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. j) COUNTERPARTS, ELECTRONIC SIGNATURES: This Agreement may be executed in three (3) or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. k) ENTIRE AGREEMENT: This instrument and its exhibits constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the 11 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. I) ANTITRUST VIOLATOR: Pursuant to Section 287.137, Florida Statutes, a person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity. m) ANTI -HUMAN TRAFFICKING: The Contractor confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Contractor shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti -Human Trafficking Affidavit". If the Contractor fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Contractor for any additional compensation or for any consequential or incidental damages. n) E-VERIFY: By entering into this Agreement, the Contractor and its subcontractors are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." The Contractor affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of the Contractors; (b) it has required all subcontractors to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) it has an affidavit from all subcontractors to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If City has a good faith belief that Contractor has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, the Contractor agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Contractor shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Contractor has otherwise complied with its requirements under those statutes, then Contractor agrees that it shall terminate its contract with the subcontractor upon receipt of notice from the City of such violation by subcontractor in accordance with Section 12 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City, Contractor, or subcontractor no later than twenty (20) calendar days after the date of Agreement termination. o. SUPERVISION Contractor shall provide to the City fully qualified, competent, and physically capable temporary personnel ("Personnel") as delineated in the relevant Statement of Work. Contractor shall provide Personnel that possess and maintain any required licenses and certifications to perform the Services under the relevant Statement of Work. The Contractor shall ensure that all Personnel are adequately trained and qualified to perform their assigned duties and shall take all necessary measures to address any deficiencies in performance or conduct. The City shall provide day-to-day supervision, oversight and direction of the Personnel. The parties may increase, reduce or change Personnel and/or Services by mutual written agreement. Personnel shall report directly and exclusively to the City, and the City shall be solely responsible for reviewing and approving any and all work performed by Personnel. Personnel shall observe the City's reasonable policies regarding working conditions and business hours, to the extent such policies are made known to Personnel; provided that Contractor's sole responsibility for the refusal of any Personnel to observe such policies shall be to furnish the City with replacement Personnel who agree to observe such policies. If, for any reason, any Personnel is unable to complete the service period specified in the Statement of Work, or if his (her) performance does not meet the City's expectations, Contractor shall) provide a suitable replacement, subject to the City's approval. The City may require Contractor to remove any Personnel the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. Notwithstanding any provision of this Agreement to the contrary, and for the avoidance of doubt, the Contractor shall remain solely and fully responsible for any and all acts or omissions of any Personnel, where such acts or omissions are taken independently of, and not in accordance with, any explicit direction, instruction, or supervision provided by the City. The City shall bear no liability or responsibility for the independent conduct of Personnel, particularly where such conduct arises from the discretion, judgment, or operational decision -making of the Contractor or its Personnel without express direction from the City. Nothing in this Agreement shall be construed to impute to the City any supervisory or vicarious liability for such acts or omissions by Contractor's Personnel occurring outside the scope of the City's oversight. p. JOB LIMITATIONS The City shall not permit or require Personnel (i) to sign contracts or statements, (ii) to make any final decisions regarding system design, software development or the acquisition of hardware or software, (iii) to make any management decisions, (iv) to sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable instruments or valuables, (v) or (vi) to operate machinery (other than office machines) or automotive equipment. 13 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 Since Contractor is not a professional accounting firm, the City agrees that it will not permit or require Personnel (a) to render an opinion on behalf of Contractor or on City's behalf regarding financial statements, (b) to sign the name of Contractor on any document or (c) to sign their own names on financial statements or tax returns. The City agrees that it will provide safe working conditions. q. WARRANTIES CONTRACTOR shall at all times provide fully qualified, competent and physically capable employees to perform the Services under this Agreement. Contractor shall possess and maintain any required licenses, permits and certifications to perform the Services under this Agreement. The City may require Contractor to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, CONTRACTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW, COURSE OF PERFORMANCE OR DEALING, CUSTOM, USAGE IN THE TRADE OR PROFESSION OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOLLOWS 14 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "Contractor" Protiviti Government Services, Inc. BY: NAME: C) CC11-71/4x-uu- "lfit-D'''L1 NAME: JohnOwen TITLE: Cci 4'iktE- (Corporate Seal) ATTEST: BY: TITLE:ManagingVP,Business&Operations Signed by: Todd B. Hannon City Clerk "City" THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: a'„r."`7 Arthur Noriega City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: Caurv�` avow) ..,.aFa�F..,aAa Initial George K. Wysong III 25-1646 City Attorney 15 REQUIREMENTS: [ raa aewv, BY: David Ruiz Interim Director of Risk Management City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 EXHIBIT A SCOPE OF SERVICES / PROPOSAL 16 protiv Government Services 1737 King Street, Suite 320 Alexandria, Virginia 22314 Main: 703.299.3444 Fax: 703.299.3046 www.protiviti.com/government EXHIBIT A City of Miami Department of Procurement Justin James & Richard McLaren 444 SW 2nd Ave, 6th Floor Miami, Florida 33130 RE: Quote for Protiviti Government Services resource for City of Miami Dear Justin and Richard, Below, you will find detailed information regarding the quote for Protiviti Government Services staffing to support the City of Miami's Department of Finance during the Oracle Implementation. This quote is made through our HGAC contract. We are mapping this role to our Manager labor category. The standard rate is $250/hour, we are discounting that rate to City of Miami for this project to $206.77. CURRENT SCOPE: 1. Dates of employment. 6/16/2025 —12/31/2025 (with possible extension) 2. Description of work to be done based on the job classification and descriptions per Contract No. H-GAC TS06-25. Job Title: Executive Consultant 11— Oracle Finance SME Location: Hybrid (3 days onsite preferred) Engagement Type: Long-term Contract Overview: We are seeking a highly experienced Executive Consultant 11 with deep expertise in Oracle (EBS to Cloud) implementations and a strong foundation in finance and accounting. This consultant will play a key role in supporting a long-term project, serving as a fit -to -purpose advisor and power user throughout the Oracle transformation. Key Responsibilities: • Serve as the Oracle SME and finance liaison for the migration from Oracle EBS to Oracle Cloud • Lead and validate Chart of Accounts (COA) mapping and ensure accuracy of GL entries • Act as a power user and resource for system navigation, configuration, and best practices • Ensure accurate financial reporting and integrity of data across the Oracle ecosystem • Collaborate cross functionally to ensure alignment with accounting standards and business requirements • Support the full accounting cycle, from month -end close to reporting and reconciliations • Facilitate process improvements and knowledge transfer to internal teams Required Qualifications: • Proven Oracle implementation experience, specifically Oracle EBS to Oracle Cloud • Strong understanding of COA structure, GL mapping, and accounting workflows • Deep background in finance and accounting, including financial reporting and full -cycle accounting • Experience working in large, complex organizations protiviti Government Services 1737 King Street, Suite 320 Alexandria, Virginia 22314 Main: 703.299.3444 Fax: 703.299.3046 www.protiviti.com/government CITY OF MIAMI EXHIBITA • Ability to work independently and serve as a strategic advisor to senior leadership Preferred Qualifications: • Experience in municipal or public sector environments CPA or advanced accounting degree a plus 3. Hourly rates per H-GAC Contract. Pedro Del Rio — Bill Rate is $206.77/hr 4. Total rates for the duration of the contract. Estimated around $215,040.80 Thank you for your consideration and partnership. Please let us know if you have any questions. Regards, John Owen Managing Director Protiviti Government Services john.owen@protiviti.com P 571-842-9192 M 717-880-5541 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 EXHIBIT B INSURANCE REQUIREMENTS & CERTIFICATE OF INSURANCE Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Primary Insurance Clause Endorsement Contingent Exposures Included II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident B. Endorsements Required City of Miami listed as an additional insured III. Workers' Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability $1,000,000.00 $2,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident $1,000,000 for bodily injury caused by disease, each employee 17 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 $1,000,000 for bodily injury caused by disease, policy limit IV. Professional/E&O Liability Combined Single Limit Each Claim Policy Aggregate Retroactive date included IV. Umbrella Liability Each Occurrence Policy Aggregate $2,000,000.00 $2,000,000.00 $2,000,000.00 $2,000,000.00 Excess Follow Form over-all third -party liability policies contained herein. The above policies shall provide notice to the City of Miami or material change from the insurer in accordance with policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. The City shall retain the right to modify respective insurance limits based upon Contractor's actual loss experience. Upon receiving the City's notice to increase insurance limits, Contractor must produce evidence of compliance within ten (10) days of such notice. In lieu of increasing insurance limits, Contractor has the option to terminate this Supplement without penalty. 18 ACORD CERTIFICATE OF LIABILITY INSURANCE `.---- DATE(MM/DD/YYYY) 6/6/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, LLC 500 N. Brand Boulevard, Suite 100 Glendale CA 91203 License#: 0D69293 CONTACT NAME: Robert Half Certificates PHONE FAX (A/C No Ext): 818-539-1463 (A/C, No): E-MAIL ADDR ESS: roberthalf certificates@ajg.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Federal Insurance Company 20281 INSURED ROBEHAL-03 Protiviti Government Services, Inc. 1737 King Street, Ste. 320 Alexandria, VA22314 INSURER B: Underwriters at Lloyd's London 15792 INsuRERc: Safety National Casualty Corporation 15105 INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1419939024 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF-.., (MMIDDn'YYvI. POLICY EXP ` (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 3579-66-87 < b. . . k 6/1/2025 6/1/2026 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 2,000,000 X Stop Gap Em.Liab MED EXP (Any one person) $ 10,000 X in OH, WA, WY,ND PERSONAL & ADV INJURY $ 2,000,000 GEN'L X X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: GENERAL GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 Employer Liability $ 1,000,000 A AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y Y 7323-32-17 ^ ^ � ' - (� /1; 025 ! 6/1/2026 SINGLE LIMIT COMBINEDaccident) (Ea accident) $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Comp/CoII.Ded: $ 1,000/$1,000 A X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE 7921-71-07 6/1/2025 6/1/2026 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED X RETENTION $ fl $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ��..�JJ ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? Y (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA Y See Attached Supplemental 6/1/2025 6/1/2026 X PER PEATUTE OOTH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 B B A Crime/Fidelity Professional Liability Personal Propertyw/TIB W26978250701 W268C2250701 3579-66-87 3/31/2025 3/31/2025 6/1/2025 3/31/2026 3/31/2026 6/1/2026 Each Loss PerClaim/Aggregate Property Limit $5,000,000 $10,000,000 $500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Liability coverage are claims made and reported during the policy period. City of Miami is deemed Additional Insured on the above referenced General Liability and Auto Liability policies on a Primary and Non -Contributory basis as required by written contract for liability arising out of the Named Insured's acts or omissions. Please refer to attached forms for scope of Additional Insured status. Rights of Subrogation have been waived with respects to General Liability, Auto Liability and Workers Compensation Policies where required by written contract executed prior to loss. Umbrella follow form. Any person or organization for which the Named Insured may direct its employee to work as a consultant or temporary employee is included as an Alternate Employer to the above referenced Workers Compensation policy CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave Miami, FL 33130-1910 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE \ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 2025-2026 RHI Workers Compensation Policy Numbers Policy# States Eff. Date Exp. Date Issuing Company NAIC # Robert Half International Inc. and Protiviti Inc. LDS4064812 AOS: AL, AZ, AR, CA, CO, CT, DE, DC, FL, GA, HI, ID, IL, IN, IA, KS, KY, LA, ME, MD, MA, MI, MN, MO, NE, NV, NH, NJ, NM, NY, NC, OK, OR, PA RI, SC, TN, TX, UT, VA 6/1/2025 6/1/2026 Safety National Casualty Corp 15105 PS 4064813 WI 6/1/2025 6/1/2026 Safety National Casualty Corp 15105 COMMERCIAL AUTOMOBILE — BLANKET ADDITIONAL INSURED — POLICY EXCERPT Insured Robert Half Inc. Policy Number 7323-32-17 Policy Effective June 1, 2025 —June 1, 2026; 12:01 am Standard Time Form Number 16-02-0292 (rev. 11-16) BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 2. BROAD FORM INSURED D. Persons And Organizations As Insureds Under A Written Insured Contract Paragraph A.1 — WHO IS AN INSURED — of SECTION II — LIABILITY COVERAGE is amended to add the following: f. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed under an express provision in a written "insured contract", written agreement or a written permit issued to you by9governmental or public authority to add such person or organization to this policy as an "insured'. However, such person or organization is an "insured" only: (1) with respect to the operation, maintenance or use of a covered (2) for "bodily injury" or "property damage" caused by an "acc (a) You executed the "insured contract" or written agreem (b) The permit has been issued to you. cs(1/ auto; and hich takes place after: COMMERCIAL AUTOMOBILE — PRIMARY AND NON-CONTRIBUTORY — POLICY EXCERPT Insured Robert Half Inc. Policy Number 7323-32-17 Policy Effective June 1, 2025 —June 1, 2026; 12:01am Standard Time Form Number CA 00 01 10 13 BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Autos Liability Coverage this Coverage Form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own; or (2) Primary while it is connected to a covered "auto" you own. se, hire, rent or borrow is :s leased, hired, rented or b. For Hired Auto Physical Damage Coverage, any covered "auto deemed to be a covered "auto" you own. However, any "aut" borrowed with a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above ,f(isCsverage Form's Covered Autos Liability Coverage is primary for any liability assumed under d. When this Coverage Form and any other Co excess or primary, we will pay only our share. of our Coverage Form bears to the tot on the same basis. 4,0 ^� "insured contract". e'Form or +icy covers on the same basis, either Me proportion that the Limit of Insurance e Coverage Forms and policies covering COMMERCIAL AUTOMOBILE — BLANKET WAIVER OF SUBROGATION — POLICY EXCERPT Insured Robert Half Inc. Policy Number 7323-32-17 Policy Effective June 1, 2025 —June 1, 2026; 12:01 am Standard Time Form Number 16-02-0292 (rev. 11-16) BUSINESS AUTO COVERAGE FORM This endorsement modifies the Business Auto Coverage Form. 13. WAIVER OF SUBROGATION Paragraph A.5. - TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US of SECTION IV — BUSINESS AUTO CONDITIONS is deleted and replaced with the following: 5. We will waive the right of recovery we would otherwise have against another person or organization for "loss" to which this insurance applies, provided the "insured" has waived their rights of recovery against such person or organization under a contract or agreement that isfntered into before such "loss". To the extent that the "insured's" rights to recover damages for all or p rPof any payment made under this insurance has not been waived, those rights are transferred to u:. Th tt person or organization must do everything necessary to secure our rights and must do nothing ;';± r "accident" or "loss" to impair them. At our request, the insured will bring suit or transfer thos rights to us and help us enforce them. Liability Insurance Endorsement Policy Period JUNE 1, 2025 TO JUNE 1, 2026 Effective Date JUNE I , 2025 Policy Number 3579-66-87 Insured ROBERT HALF INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued JUNE 1, 2025 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Under Who Is An Insured, the bllow)ngpprovision is added. 4R7 O Persons or organizations shown in th chedule are insureds; but they are insureds only if you are obligated pursuant to a contract ortg eement to provide them with such insurance as is afforded by this policy. Howe v: person or organization is an insured only: • ni then only to the extent the person or organization is described in the Schedule; Qthe extent such contractor agreement requires the person or organization to be afforded status as an insured; for activities that did not occur, in whole or in part, before the execution of the contract or • agreement; and • with respect to damages, loss, cost or expense thr injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability thr damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. ROBERT HALF INC. continued Form 80-02-2367 (Rev. 5-07) Endorsement Page 1 Liability Endorsement (continued) Conditions Other Insurance — Primary, Noncontributory Insurance — Scheduled Person Or Organization Liability Insurance Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO WRITTEN CONTRACT OR AGREEMENT BETWEEN YOU AND SUC PERSON OR ORGANIZATION, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED : THIS POLICY; BUT THEY ARE INSUREDS ONLY IF AND TO THE MINIMUM EXTE T SUCH CONTRACT OR AGREEMENT REQUIRES THE PERSON OR ORGANIZATION T• i` F •RDED STATUS AS AN INSURED. HOWEVER, NO PERSON OR ORGANIZATION S \ i D UNDER THIS PROVISION WHO IS MORE SPECIFICALLY DESCRIBED UNDER ER PROVISION OF THE WHO IS INSURED SECTION OF THIS POLICY (REGARDLES LIMITATION APPLICABLE THERETO). All other terms and conditions remai Authorized Representative nged. c fl ROBERT HALF INC. last page Form 80-02-2367 (Rev. 5-07) Endorsement Page 2 Robert Half Inc. Policy Number: 3579-66-87 June 1 2025 - June 1 2026 Conditions (continued) Transfer Or Waiver Of Rights Of Recovery Against Others Liability Insurance We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such foss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not hccn waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will hring suit or transfer those rights to us and help us enforce them. This condition does not apply to medical expenses. GOV 4. IN 45;` (1.? 4Q le e/ QUO Form 80-02-2000 (Rev. 4-01) Contract Page 24 of 32 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 01 ALTERNATE EMPLOYER ENDORSEMENT This endorsement applies only with respect to bodily injury to your employees while in the course of special or temporary employment by the alternate employer in the state named in the Schedule. Part One (Workers Compensation Insurance) and Part Two (Employers Liability Insurance) will apply as though the alternate employer is insured. Under Part One (Workers Compensation Insurance) we will reimburse the alternate employer for the benefits required by the workers compensation law if we are not permitted to pay the benefits directly to the persons entitled to them. The insurance afforded by this endorsement is not intended to satisfy the alternate employer's duty to secure its obligations under the workers compensation law. We will not file evidence of this insurance on behalf of the alternate employer with any government agency. We will not ask any other insurer of the alternate employer to share with us a loss covered by this endorsement. Premium will be charged for your employees while in the course of special or temporary employment by the alternate employer. The policy may be canceled according to its terms without sending notice to the alternate employer. Part Four (Your Duties If Injury Occurs) applies to you and the altemate employer. The alternate employer will recognize our right to defend under Parts One and Two and our right to inspect under Part Six. Alternate Employer Blanket Basis SCHEDULE State of Special or Address Temporary Employment State of Special or Temporary Employment Any State This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 06/01/2025 Policy No. LDS4064812 Endorsement No. Insured ROBERT HALE INC. Premium $ Included Insurance Company Safety National Casualty Corporation Countersigned By WC 00 03 01 (04 84) Page 1 of 1 © 1984 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 01 A ALTERNATE EMPLOYER ENDORSEMENT This endorsement applies only with respect to bodily injury to your employees while in the course of special or temporary employment by the alternate employer in the state named in Item 2 of the Schedule. Part One (Workers Compensation Insurance) and Part Two (Employers Liability Insurance) will apply as though the alternate employer is insured. If an entry is shown in Item 3 of the Schedule the insurance afforded by this endorsement applies only to work you perform under the contract or at the project named in the Schedule. Under Part One (Workers Compensation Insurance) we will reimburse the alternate employer for the benefits required by the workers compensation law if we are not permitted to pay the benefits directly to the persons entitled to them. The insurance afforded by this endorsement is not intended to satisfy the alternate employer's duty to secure its obligations under the workers compensation law. We will not file evidence of this insurance on behalf of the alternate employer with any government agency. We will not ask any other insurer of the alternate employer to share with us a loss covered by this endorsement. Premium will be charged for your employees while in the course of special or temporary employment by the alternate employer. The policy may be canceled according to its terms without sending notice to the alternate employer. Part Four (Your Duties If Injury Occurs) applies to you and the alternate employer. The alternate employer will recognize our right to defend under Parts One and Two and our right to inspect under Part Six. SCHEDULE 1. Alternate Employer Blanket Basis 2. State of Special or Temporary Employment Any State 3. Contract or Project Blanket Basis Address State of Special or Temporary Employment This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 0 6 / 01 / 2 0 2 5 Policy No. PS 4064813 Endorsement No. Insured ROBERT HALE INC. Premium $ Included Insurance Company Safety National Casualty Corporation Countersigned By WC 00 03 01 A (02 89) Page 1 of 1 © 1984, 1988 National Council on Compensation Insurance. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE WHERE A WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS IS REQUIRED BY WRITTEN CONTRACT, SUCH ADDITIONAL ENTITIES SHALL BE CONSIDERED AUTOMATICALLY SCHEDULED BY THE COMPANY. INDIVIDUALLY SCHEDULED WAIVERS BLANKET WAIVER SHALL NOT BE CONSTRUE 4C› O .�Q;' OVERRIDE NOR NEGATE THIS This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 06/01/2025 Policy No. LDS4064812 Endorsement No. Insured ROBERT HALF INC. Insurance Company Safety National Casualty Corporation Countersigned By WC 00 03 13 (04 84) Page 1 of 1 © 1983 National Council on Compensation Insurance. Premium $ Included WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE WHERE A WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS IS REQUIRED BY WRITTEN CONTRACT, SUCH ADDITIONAL ENTITIES SHALL BE CONSIDERED AUTOMATICALLY SCHEDULED BY THE COMPANY. INDIVIDUALLY SCHEDULED WAIVERS BLANKET WAIVER SHALL NOT BE CONSTRUE 4C› O .�Q;' OVERRIDE NOR NEGATE THIS This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 06/01/2025 Policy No. PS 4064813 Endorsement No. Insured ROBERT HALF INC. Insurance Company Safety National Casualty Corporation Countersigned By WC 00 03 13 (04 84) Page 1 of 1 © 1983 National Council on Compensation Insurance. Premium $ Included De Vito, Daniel From: Sent: To: Subject: Attachments: Griffin, James Tuesday, June 10, 2025 7:52 AM De Vito, Daniel FW: Protiviti - Temp Staffing for Oracle COI - City of Miami_Protiviti Government Services Inc._6-6-2025_1419939024.pdf Hello: Please insert watermark for this COI. Approval email is in chain below. Thanks. Regards, James Justin Griffin Phone: (305) 416-1949 Email: JGriffin@miamigov.com From: Gomez Jr., Francisco (Frank) <FGomez@miamigWom> Sent: Tuesday, June 10, 2025 7:05 AM To: Griffin, James <JGriffin@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Subject: RE: Protiviti - Temp Staffing for Oracle Good morning James, The COI is acceptable to Risk. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management 14 N.E. 1st Avenue 2nd Floor i Miami, Florida 33132 (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Griffin, James <JGriffin@miamigov.com> Sent: Monday, June 9, 2025 3:57 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Queve Subject: Protiviti - Temp Staffing for Oracle Hello: Please review this insurance certificate for Protiviti, who+ consultants. ®�</v ta.®Y The first attachment were the requirements provided for a recent temporary staffing vendor. v Q V 0104(F' Jam ustin Griffin, NIGP-CPP Se R. rocurement Contracting Officer Department of Procurement, City of Miami 444 SW 2- Avenue, 6=h Floor, Miami, FL 33130 'M (305) 416-1949 i ►xi JGriffin@miamigov.com "Serving, Enhancing, and Transforming our Community" 0 <TQuevedo@miamigov.com> (f" Regards, g to provide temporary Oracle Please Note: Unless noted as "Florida Statute 119 Exempt," all communications (including email addresses) sent and received through the City of Miami's email system are considered public record. The Florida Public Records Act requires the City to make all public records available for inspection and to provide copies upon request. Please govern yourself accordingly. For current solicitations please visit our Solicitation page Current contracts can be viewed by visiting our Contract Database For solicitations in the Cone of Silence please visit our Cone of Silence webpage If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. 2 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 EXHIBIT C H-GAC CONTRACT TS06-25 INCLUDING MASTER GENERAL PROVISIONS AND MASTER SPECIAL PROVISIONS 19 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 H-GAC Houston -Galveston Area Council P.O. Box 22777 • 3555 Timmons • Houston, Texas 77227-2777 Cooperative Agreement - Contract - Protiviti Government Services, Inc. - Public Services - ID: 14264 - TS06- 25 MASTER GENERAL PROVISIONS This Master Agreement is made and entered into, by and between the Houston -Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Protiviti Government Services, Inc., hereinafter referred to as the Contractor, having its principal place of business at 1737 King Street, Suite 320, Alexandria, VA 22314. WITNESSETH: WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Master Agreement; and WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Master Agreement; NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows: ARTICLE 1: LEGAL AUTHORITY The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Master Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Master Agreement and bind the Contractor to the terms of this Master Agreement and any subsequent amendments hereto. ARTICLE 2: APPLICABLE LAWS The Contractor agrees to conduct all activities under this Master Agreement in accordance with all federal laws, executive orders, policies, procedures, applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Master Agreement, including without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith. ARTICLE 3: PUBLIC INFORMATION Except as stated below, all materials submitted to H-GAC, including any attachments, appendices, or other information submitted as a part of a submission or Master Agreement, are considered public information, and become the property of H-GAC upon submission and may be reprinted, published, or distributed in any manner by H-GAC according to open records laws, requirements of the US Department of Labor and the State of Texas, and H-GAC policies and procedures. In the event the Contractor wishes to claim portions of the response are not subject to the Texas Public Information Act, it shall so; however, the determination of the Texas Attorney General as to whether such information must be disclosed upon a public request shall be binding on the Contractor. H-GAC will request such a determination only if Contractor bears all costs for preparation of the submission. H-GAC is not responsible for the return of creative examples of work submitted. H-GAC will not be held accountable if material from submissions is obtained without the written consent of the contractor by parties other than H-GAC, at any time during the evaluation process. ARTICLE 4: INDEPENDENT CONTRACTOR The execution of this Master Agreement and the rendering of services prescribed by this Master Agreement do not change the independent status of H-GAC or the Contractor. No provision of this Master Agreement or act of H- GAC in performance of the Master Agreement shall be construed as making the Contractor the agent, servant, or Page 1 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 employee of H-GAC, the State of Texas, or the United States Government. Employees of CON TRACTOR are subject to the exclusive control over the employment relationship and human resource supervision by CONTRACTOR. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom. ARTICLE 5: ANTI -COMPETITIVE BEHAVIOR Contractor will not collude, in any manner, or engage in any practice which may restrict or eliminate competition or otherwise restrain trade. ARTICLE 6: SUSPENSION AND DEBARMENT Debarment and Suspension (Executive Orders 12549 and 12689) — A contract award (2 CFR 180.220) must not be made to parties listed on the government -wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Pursuant to the Federal Rule above, Respondent certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal depaitinent or agency or by the State of Texas and at all times during the term of the Contract neither it nor its principals will be debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas Respondent shall immediately provide the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances. H-GAC may rely upon a certification of the Respondent that the Respondent is not debarred, suspended, ineligible, or voluntarily excluded from the covered contract, unless the H-GAC knows the certification is erroneous. ARTICLE 7: GOAL FOR CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let) H-GAC's goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible in providing services under a contract. In accordance with federal procurements requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps listed below: 1. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; 2. Assuring that small and minority businesses and women's business enterprises are solicited whenever they are potential sources; 3. Dividing total requirements, when economically feasible, into smaller task or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; 4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; 5. Using the services and assistance as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Depaitinent of Commerce. 6. Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or unavailable. The Small Business Administration (SBA) is the primary reference and database for information on requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting-guide/prime- subcontracting NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises such as: Small Disadvantaged Business (SDB), Historically Underutilized Business (HUB), Minority Owned Business Enterprise (MBE), Women Owned Business Enterprise (WBE) and Disabled Veteran Business Enterprise (DVBE) or other designation as issued by a certifying agency. Contractor agrees to work with and assist HGACBuy customer in meeting any DBE targets and goals, as may be required by any rules, processes, or programs they might have in place. Assistance may include Page 2 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 compliance with reporting requirements, provision of documentation, consideration of Certified/Listed subcontractors, provision of documented evidence that an active participatory role for a DBE entity was considered in a procurement transaction, etc. ARTICLE 8: SCOPE OF SERVICES The services to be performed by the Contractor are outlined in an Attachment to this Master Agreement. ARTICLE 9: PERFORMANCE PERIOD This Master Agreement shall be performed during the period which begins Jun 01 2025 and ends May 31 2029. All services under this Master Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 21, which shall be fully executed by both parties to this Master Agreement. ARTICLE 10: PAYMENT OR FUNDING Payment provisions under this Master Agreement are outlined in the Special Provisions. H-GAC will not pay for any expenses incurred prior to the execution date of a contract, or any expenses incurred after the termination date of the contract. ARTICLE 11: PAYMENT FOR WORK The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the goods or completion of the services and submission of the subsequent invoice. ARTICLE 12: PAYMENT TERMS/PRE-PAYMENT/QUANTITY DISCOUNTS If discounts for accelerated payment, pre -payment, progress payment, or quantity discounts are offered, they must be clearly indicated in the Contractor's submission prior to contract award. The applicability or acceptance of these terms is at the discretion of the Customer. ARTICLE 13: REPORTING REQUIREMENTS If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Master Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this Master Agreement with notice as identified in Article 29 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this Master Agreement for failure to perform may affect Contractor's ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Master Agreement. Any additional reporting requirements shall be set forth in the Special Provisions of this Master Agreement. ARTICLE 14: INSURANCE Contractor shall maintain insurance coverage for work performed or services rendered under this Master Agreement as outlined and defined in the attached Special Provisions. ARTICLE 15: SUBCONTRACTS AND ASSIGNMENTS Except as may be set forth in the Special Provisions, the Contractor agrees not to assign, transfer, convey, sublet, or otherwise dispose of this Master Agreement or any right, title, obligation, or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Master Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor's subcontractors, with any laws or regulations. ARTICLE 16: AUDIT Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Master Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be Page 3 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H- GAC. ARTICLE 17: TAX EXEMPT STATUS H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally exempt from Federal and State sales, excise or use taxes. Respondent must not include taxes in its Response. It is the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly. Exemption certificates will be provided upon request. ARTICLE 18: EXAMINATION OF RECORDS The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Master Agreement. H- GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or off the premises by authorized representatives of its own or any public accounting firm selected by H-GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Master Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges. Contractor agrees that H-GAC will have the right, with reasonable notice, to inspect its records pertaining to purchase orders processed and the accuracy of the fees payable to H-GAC. The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third -party Master Agreements. ARTICLE 19: RETENTION OF RECORDS The Contractor and its subcontractors shall maintain all records pertinent to this Master Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved. ARTICLE 20: DISTRIBUTORS, VENDORS, RESELLERS Contractor agrees and acknowledges that any such designations of distributors, vendors, resellers or the like are for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all obligations under the Contract and the performance of any designated distributor, vendor, reseller, etc. Contractor is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and forwarding of the Purchase Order to the designated distributor, vendor, reseller, etc. to complete the sale or service. H-GAC reserves the right to reject any entity acting on the Contractor's behalf or refuse to add entities after a contract is awarded. ARTICLE 21: CHANGE ORDERS AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Master Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation. Page 4 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 B. To ensure the legal and effective performance of this Master Agreement, both parties agree that any amendment that affects the performance under this Master Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Master Agreement and shall be binding upon the parties as if written herein. C. Customers have the right to issue a change order to any purchase orders issued to the Contractor for the purposes of clarification or inclusion of additional specifications, qualifications, conditions, etc. The change order must be in writing and agreed upon by Contractor and the Customer agency prior to issuance of any Change Order. A copy of the Change Order must be provided by the Contractor to, and acknowledged by, H-GAC. ARTICLE 22: CONTRACT ITEM CHANGES A. If a manufacturer discontinues a contracted item, that item will automatically be considered deleted from the contract with no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers. B. If a manufacturer makes any kind of change in a contracted item which affects the contract price, Contractor must advise H-GAC of the details. H-GAC may allow or reject the change at its sole discretion. If the change is rejected, H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H- GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers. C. If a manufacturer makes any change in a contracted item which does not affect the contract price, Contractor shall advise H-GAC of the details. If the 'new' item is equal to or better than the originally contracted item, the 'new' item shall be approved as a replacement. If the change is rejected H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item or may take any other action deemed by H-GAC at its sole discretion, to be in the best interests of its Customers. D. In the case of specifically identified catalogs or price sheets which have been contracted as base bid items or as published options, routine published changes to products and pricing will be automatically incorporated into the contract. However, Contractor must still provide written notice and an explanation of the changes to products and pricing. H-GAC will respond with written approval. ARTICLE 23: CONTRACT PRICE ADJUSTMENTS Price Decreases If Contractor's Direct Cost decreases at any time during the full term of this award, Contractor must immediately pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost. (Direct Cost means Contractor's cost from the manufacturer of any item or if Contractor is the manufacturer, the cost of raw materials required to manufacture the item, plus costs of transportation from manufacturer to Contractor and Contractor to H-GAC. Contractor must notify H-GAC of price decreases in the same way as for price increases set out below. The price decrease shall become effective upon H-GAC's receipt of Contractor's notice. If Contractor routinely offers discounted contract pricing, H-GAC may request Contractor accept amended contract pricing equivalent to the routinely discounted pricing. Price Increase Contractors may request a price increase for items priced as Base Bid items and Published Options. The amount of any increase will not exceed actual documented increase in Contractor's Direct Cost and will not exceed 10% of the previous bid price. Considerations on the percentage limit will be given if the price increase is the result of Page 5 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 increased tariff charges or other governmental actions, or other economic factors. Manufacturer price/contract changes involving the sale of motor vehicles will be considered and may be allowed during the entire contract period subject to submission and verification of the proper documentation required for a contract change as referenced in this section. Price Changes Any permanent increase or decrease in offered pricing for a base contract item or published option is considered a price change. Temporary increases in pricing by whatever name (e.g., `surcharge', `adjustment', `equalization charge', `compliance charge', `recovery charge', etc.), are also considered to be price changes. For published catalogs and price sheets as part of an H-GAC contract, requests to amend the contract to reflect any new published catalog or price sheet must be submitted whenever the manufacturer publishes a new document. The request must include the new catalog or price sheet. All Products shall, at time of sale, be equipped as required under any then current applicable local, state, and federal government requirements. If, during any contract, changes are made to any government requirements which cause a manufacturer's costs of production to increase, Contractor may increase pricing to the extent of Contractor's actual cost increase. The increase must be substantiated with support documentation acceptable to H-GAC prior to taking effect. Modifications to a Product required to comply with such requirements which become effective after the date of any sale are the responsibility of the Customer. Requesting Price Increase/Required Documentation Contractor must submit a written overview of changes requested and reasons for the request, stating the amount of the increase, along with an itemized list of any increased prices, showing the Contractor's current price, revised price, the actual dollar difference and the percentage of the price increase by line item. Price change requests must be supported with substantive documentation (e.g., notices from suppliers and manufacturers of pricing changes in products, components, transportation, raw materials or commodities, and/or product availability, copies of invoices from suppliers, etc.) clearly showing that Contractor's actual costs have increased per the applicable line -item bid. The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price increase based solely on an increase in the PPI will be allowed. This documentation should be submitted in Excel format to facilitate analysis and updating of the website. The letter and documentation must be sent to Lead Program Coordinator, iames.glovergh-gac.com. Review/Approval of Requests If H-GAC approves the price increase, Contractor will be notified in writing; no price increase will be effective until Contractor receives this notice. If H-GAC does not approve Contractor's price increase, Contractor may terminate its performance upon sixty (60) days advance written notice to H-GAC, however Contractor must fulfill any outstanding Purchase Orders. Termination of performance is Contractor's only remedy if H-GAC does not approve the price increase. H-GAC reserves the right to accept or reject any price change request. ARTICLE 24: DELIVERIES AND SHIPPING TERMS The Contractor agrees to make deliveries only upon receipt of authorized Customer Purchase Order acknowledged by H-GAC. Delivery made without such Purchase Order will be at Contractor's risk and will leave H-GAC the option of canceling any contract awarded to the Contractor. The Contractor must secure and deliver any item within five (5) working days, or as agreed to on any corresponding customer Purchase Order. Unless otherwise addressed, the following requirements shall apply: a. Title to goods, and responsibility and liability for loss and/or damage in shipping pass to End User at the delivery destination after receipt and acceptance have taken place. Cost of shipping/delivery shall be paid by End User unless otherwise agreed to by Contractor. If Contractor will be paying for shipping/delivery, shipping terms must be "F.O.B. Destination, Freight Prepaid". If End User will be paying for shipping/delivery, shipping terms must be "F.O.B. Destination — Freight Collect". b. The details for the application and calculation of shipping and delivery charges must be stated in the Response on Form E. Any freight, shipping or delivery charged to End User will be prepaid and added to the invoice, and will be clearly shown an any Contract Pricing Worksheet or other quote presented to the End User. Page 6 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 ARTICLE 25: RESTOCKING (EXCHANGES AND RETURNS) There will be no restocking charge to the Customer for return or exchange of any item purchased under the terms of any award. If the Customer wishes to return items purchased under an awarded contract, the Contractor agrees to exchange, these items for other items, with no additional charge incurred. Items must be returned to Contractor within thirty (30) days from date of delivery. If there is a difference in price in the items exchanged, the Contractor must notify H-GAC and invoice Customer for increase price or provide the Customer with a credit or refund for any decrease in price per Customer's preference. On items returned, a credit or cash refund will be issued by the Contractor to Customer. This return and exchange option will extend for thirty (30) days following the expiration of the term of the Contract. All items returned by the Customer must be unused and in the same merchantable condition as when received. Items that are special ordered may be returned only upon approval of the Contractor. ARTICLE 26: MANUALS Each product delivered under contract to any Customer must be delivered with at least one (1) copy of a safety and operating manual and any other technical or maintenance manual. The cost of the manual(s) must be included in the price for the Product offered. ARTICLE 27: OUT OF STOCK, PRODUCT RECALLS, AND DISCONTINUED PRODUCTS H-GAC does NOT purchase the products sold pursuant to a Solicitation or Master Agreement. Contractor is responsible for ensuring that notices and mailings, such as Out of Stock or Discontinued Notices, Safety Alerts, Safety Recall Notices, and customer surveys, are sent directly to the Customer with a copy sent to H-GAC. Customer will have the option of accepting any equivalent product or canceling the item from Customer's Purchase Order. Contractor is not authorized to make substitutions without prior approval. ARTICLE 28: WARRANTIES, SALES, AND SERVICE Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the Master Agreement; any warranties offered by a dealer will be in addition to the manufacturer's standard warranty and will not be a substitute for such. Pricing for any product must be inclusive of the standard warranty. Contractor is responsible for the execution and effectiveness of all product warranty requests and any claims, Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims that have been assigned to a third party. ARTICLE 29: TERMINATION PROCEDURES The Contractor acknowledges that this Master Agreement may be terminated for Convenience or Default. H-GAC will not pay for any expenses incurred after the termination date of the contract. A. Convenience H-GAC may terminate this Master Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H-GAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination. The Contractor may cancel or terminate this Master Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC. B. Default H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Master Agreement, in any one of the following circumstances: (1) If the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or (2) If the Contractor fails to perform any of the other provisions of this Master Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Master Agreements that completion of services herein specified within the Master Agreement term is significantly endangered, and in Page 7 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 either of these two instances does not cure such failure within a period of ten (10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. (3) In the event of such termination, Contractor will notify H-GAC of any outstanding Purchase Orders and H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the Contractor to complete the Purchase Order. If Contractor is unable to do so, Contractor may be subject to a claim for damages from H-GAC and/or the End User. ARTICLE 30: SEVERABILITY H-GAC and Contractor agree that should any provision of this Master Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Master Agreement, which shall continue in full force and effect. ARTICLE 31: FORCE MAJEURE To the extent that either party to this Master Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the parry's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC. ARTICLE 32: CONFLICT OF INTEREST No officer, member or employee of the Contractor or Contractors subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Master Agreement, shall participate in any decision relating to this Master Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Master Agreement. A. Conflict of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires contractors contracting or seeking to contract with H-GAC to file a conflict -of -interest questionnaire (CIQ) if they have an employment or other business relationship with an H-GAC officer or an officer's close family member. The required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics Commission website https://www.ethics.state.tx.us/forms/CIQ.pdf. H-GAC officers include its Board of Directors and Executive Director, who are listed on this website. Respondent must complete and file a CIQ with the Texas Ethics Commission if an employment or business relationship with H-GAC office or an officer's close family member as defined in the law exists. B. Certificate of Interested Parties Form — Form 1295: As required by Section 2252.908 of the Texas Government Code. H-GAC will not enter a Contract with Contractor unless (i) the Contractor submits a disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or (ii) the Contractor is exempt from such requirement. The required form and instructions are located at the Texas Ethics Commission website https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm. Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC. ARTICLE 33: FEDERAL COMPLIANCE Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. With regards to "Rights to Inventions Made Under a Contract or Master Agreement," If the Federal award meets the definition of "funding Master Agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding Master Agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Master Agreements," and any implementing regulations issued by the awarding agency. Contractor agrees to be wholly compliant with the provisions of 2 CFR 200, Appendix II. Additionally, for work to be performed under the Master Agreement or subcontract thereof, including procurement Page 8 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92- 255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any specific statute(s) applicable to any Federal funding for this Master Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Master Agreement; (1) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a- 7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327- 332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). ARTICLE 34: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (EFFECTIVE AUG. 13, 2020 AND AS AMENDED OCTOBER 26, 2020) Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Respondent must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that offerors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the -shelf items. ARTICLE 35: DOMESTIC PREFERENCE In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, when using federal grant award funds H-GAC should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). H-GAC must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money, then it shall work with H-GAC to provide all required certifications and other documentation needed to show compliance. ARTICLE 36: CRIMINAL PROVISIONS AND SANCTIONS Page 9 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 The Contractor agrees to perform the Master Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Master Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act. The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation, and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents. The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Master Agreement or which would adversely affect the Contractor's ability to perform services under this Master Agreement. ARTICLE 37: INDEMNIFICATION AND RECOVERY H-GAC's liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits, or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees, and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor's negligent act or omission under this Master Agreement. Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Master Agreement. ARTICLE 38: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the Contractor and an END USER, Contractor's total liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Master Agreement. ARTICLE 39: TITLES NOT RESTRICTIVE The titles assigned to the various Articles of this Master Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Master Agreement. ARTICLE 40: JOINT WORK PRODUCT This Master Agreement is the joint work product of H-GAC and the Contractor. This Master Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party. ARTICLE 41: PROCUREMENT OF RECOVERED MATERIAL H-GAC and the Respondent must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that Page 10 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), Respondent certifies that the percentage of recovered materials content for EPA -designated items to be delivered or used in the performance of the Contract will be at least the amount required by the applicable contract specifications or other contractual requirements. ARTICLE 42: COPELAND "ANTI -KICKBACK" ACT Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into the contract. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as appropriate agency instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. ARTICLE 43: DISCRIMINATION Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination. These include, but are not limited to: a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of race, color, or national origin; b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps; d) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101- 6107), which prohibits discrimination on the basis of age; e) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; f) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; g) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing; i) Any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and j) The requirements of any other nondiscrimination statute(s) that may apply to the application. ARTICLE 44: DRUG FREE WORKPLACE Contractor must provide a drug -free workplace in accordance with the Drug -Free Workplace Act, as applicable. For the purposes of this Section, "drug -free" means a worksite at which employees are prohibited from engaging in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance. H-GAC may request a copy of this policy. ARTICLE 45: APPLICABILITY TO SUBCONTRACTORS Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Master Agreement will be bound by the foregoing terms and conditions. ARTICLE 46: WARRANTY AND COPYRIGHT Submissions must include all warranty information, including items covered, items excluded, duration, and renewability. Submissions must include proof of licensing if using third party code for programming Page 11 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 ARTICLE 47: DATA HANDLING AND SECURITY It will always be the responsibility of the selected Contractor to manage data transfer and to secure all data appropriately during the project to prevent unauthorized access to all data, products, and deliverables. ARTICLE 48: DISPUTES All disputes concerning questions of fact or of law arising under this Master Agreement, which are not addressed within the Whole Master Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Master Agreement and in accordance with H-GAC's final decision. ARTICLE 49: CHOICE OF LAW: VENUE This Master Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Master Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 50: ORDER OF PRIORITY In the case of any conflict between or within this Master Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and 4) Other Attachments. ARTICLE 51: WHOLE MASTER AGREEMENT Please note, this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed. If this Master Agreement has not been signed by the Contractor within 30 calendar days, this Master Agreement will be automatically voided. The Master General Provisions, Master Special Provisions, and Attachments, as provided herein, constitute the complete Master Agreement between the parties hereto, and supersede any and all oral and written Master Agreements between the parties relating to matters herein. Except as otherwise provided herein, this Master Agreement cannot be modified without written consent of the parties. ARTICLE 52: UNIVERSAL IDENTIFIER AND SYSTEM FOR AWARD MANAGEMENT (SAM) In accordance with 2 CFR Title 2, Subtitle A, Chapter I, Part 25 as it applies to a Federal awarding agency's grants, cooperative agreements, loans, and other types of Federal financial assistance as defined in 2 CFR 25.406. Contractor understands and as it relates to 2 CFR 25.205(a), a Federal awarding agency may not make a Federal award or financial modification to an existing Federal award to an applicant or recipient until the entity has complied with the requirements described in 2 CFR 25.200 to provide a valid unique entity identifier and maintain an active SAM registration (www.SAM.gov) with current information (other than any requirement that is not applicable because the entity is exempted under § 25.110). 2 CFR 25.200(b) requires that registration in the SAM prior to submitting an application or plan; and maintain an active SAM registration with current information, including information on a recipient's immediate and highest level owner and subsidiaries, as well as on all predecessors that have been awarded a Federal contract or grant within the last three years, if applicable, at all times during which it has an active Federal award or an application or plan under consideration by a Federal awarding agency; and provide its unique entity identifier in each application or plan it submits to the Federal awarding agency. To remain registered in the SAM database after the initial registration, the applicant is required to review and update its information in the SAM database on an annual basis from the date of initial registration or subsequent updates to ensure it is current, accurate and complete. At the time a Federal awarding agency is ready to make a Federal award, if the intended recipient has not complied with an applicable requirement to provide a unique entity identifier or maintain an active SAM registration with current information, the Federal awarding Page 12 of 13 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 agency: (1) May determine that the applicant is not qualified to receive a Federal award; and (2) May use that determination as a basis for making a Federal award to another applicant. ARTICLE 53: PROCUREMENT OF RECOVERED MATERIALS In accordance with 2 CFR 200.323, the Houston -Galveston Area Council and the Contractor or Subrecipient must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), the Contractor or Subrecipient certifies that the percentage of recovered materials content for EPA -designated items to be delivered or used in the performance of the Agreement will be at least the amount required by the applicable contract specifications or other contractual requirements. SIGNATURES: H-GAC and the Contractor have read, agreed, and executed the whole Master Agreement as of the date first written above, as accepted by: Protiviti Government Services, Inc. H-GAC Signed by: Signature —DocuSigned by: 96B90EEDB90A413... Signature —" "-82EC270D5D61423... Name John Owen Name Chuck Wemple Title Managing Vice President, Business & Ops Title Executive Director Date 6/5/2025 Date 6/17/2025 Page 13 of 13 Attachment A Protiviti Government Services, Inc. Temporary Staffing, Direct -Hire, and Other Employer Services Contract No.: TS06-25 Pricing Effective: June 2025 Supplier Product Description HG Discount count Protiviti Government Services, Inc. Temporary Staffing Services Protiviti Government Services, Inc. TS06-25 Response Price List Form 6.25-15.21% 1 HGACBuy Solicitation: TS06-25 Response Price List Respondent: Protiviti Government Services Inc. Catalog Pricing Other/Custom Pricing -Specific Services Type of Service(s) or Categories of Position($)/Service($) List Price Book Name (e.g. Company Name and Catalog Version). List Price Book Shall be included in Response Discount % Off List Price Description of Service(s)/Position(s) Pricing (clearly show pricing basis e.g. per hour, per month, per project) *** This form shall be completed in its en irety and submitted in its original Excel format (no PDF) *** *** Respondent shall price list price book on this form (a X % off list) and include it in its entirety as an attachment in Response *** ***Respondent may include additional pricing on this form in the designated cells (Other Pricing) *** *** Respondent may add as many lines as is needed and may use supplemental documents (to be noted on this form) *** EXAMPLES EXAMPLES Managing Director Standard Rate Card - $425 9.41% Managing Director $385 Director Standard Rate Card - $380 7.80% Director $350 Associate Director Standard Rate Card -$320 7.80% Associate Director $295 Senior Manager Standard Rate Card-$285 8.70% Senior Manager $260 Manager Standard Rate Card - $270 7.41% Manager $250 Senior Consultant Standard Rate. Card - $230 15.21% Senior Cmsukant $195 Consultant Standard Rate Card - $200 10.00% Consultant $180 Junior Consultant Standard Rate Card - $170 11.76% Junior Consultant $150 Associate Standard Rate. Card-$110 9.09% Associate $100 Junior Associate Standard Rate Card-$80 6.25% Junior Associate $75 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 H-GAC Houston -Galveston Area Council P.O. Box 22777 • 3555 Timmons • Houston, Texas 77227-2777 Cooperative Agreement - Contract - Protiviti Government Services, Inc. - Public Services - ID: 14264 MASTER SPECIAL PROVISIONS Please note, this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed. Incorporated by attachment, as part of the whole Master Agreement, H-GAC and the Contractor do, hereby agree to the Master Special Provisions as follows: ARTICLE 1: BIDS/PROPOSALS INCORPORATED In addition to the whole Master Agreement, the following documents listed in order of priority are incorporated into the Master Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal. ARTICLE 2: END USER MASTER AGREEMENTS ("EUA") H-GAC acknowledges that the END USER, which is the HGACBuy customer utilizing the contract (CUSTOMER and END USER may be used interchangeably) may choose to enter into an End User Master Agreement (EUA) with the Contractor through this Master Agreement. A CUSTOMER/END USER is a state agency, county, municipality, special district, or other political subdivision of a state, or a qualifying non-profit corporation (providing one or more governmental function or service that possess legal authority to enter into the Contract. The term of the EUA may exceed the term of the current H-GAC Master Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Master Agreement's terms and conditions. Contractor agrees not to offer, agree to or accept from the CUSTOMER/END USER, any terms or conditions that conflict with those in Contractor's Master Agreement with H-GAC. Contractor affirms that termination of its Master Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the terms of this Master Agreement, termination of this Master Agreement will disallow the Contractor from entering into any new EUA with CUSTOMER/END USER. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Master Agreement between H-GAC and Contractor. ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE If CONTRACTOR, at any time during this Contract, routinely enters into agreements with other governmental customers within the State of Texas and offers the same or substantially the same products/services offered to H-GAC on a basis that routinely provides pricing more favorable than those provided to H-GAC hereunder, CONTRACTOR shall notify H-GAC within ten (10) business days. This Contract between H-GAC and CONTRACTOR shall be automatically amended, effective the date of notification. The Parties accept the following definition of routine: A prescribed, detailed course of action to be followed regularly; a standard procedure. The Parties accept the following definition of agreement: A contractual document that applies to more than one staffing assignment and contains defined pricing rates." If CONTRACTOR claims that a more favorable price, warranty, benefit, or term that was charged or offered to another governmental entity in the State of Texas during the term of this Agreement, does not constitute more favorable treatment, than CONTRACTOR shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons CONTRACTOR believes the aforesaid offer is not in fact most favored treatment. H-GAC, after due consideration of CONTRACTOR's written explanation, may decline to accept such explanation and thereupon this Agreement between Page 1 of 8 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 H-GAC and CONTRACTOR shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, benefits, or terms to H-GAC and the END USER. EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, proposer or contractor, which are not within bidder's/proposer's control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies. ARTICLE 4: PARTY LIABILITY Contractor's total liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. Contractor accepts liability to repay, and shall repay upon demand to CUSTOMER/END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Master Agreement. ARTICLE 5: GOVERNING LAW & VENUE Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the CUSTOMER/END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes. ARTICLE 6: SALES AND ORDER PROCESSING CHARGE Contractor shall sell its products to CUSTOMER/END USER based on the pricing and terms of this Master Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of a CUSTOMER/END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent CUSTOMER/END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of a CUSTOMER/END USER's payment, whichever comes first, notwithstanding Contractor's receipt of invoice. For sales made by Contractor based on this Master Agreement, including sales to entities without Interlocal Master Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC's Cooperative Purchasing Program to execute an H-GAC Interlocal Master Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Master Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services a CUSTOMER/END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Master Agreement actually performed, and for which compensation was received by Contractor. ARTICLE 7: LIQUIDATED DAMAGES Contractor and H-GAC agree that Contractor shall cooperate with the CUSTOMER/END USER at the time a CUSTOMER/END USER purchase order is placed, to determine terms for any liquidated damages. ARTICLE 8: INSURANCE Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums: a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit. b. Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications. Page 2 of 8 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 c. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody, or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC. d. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period. e. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. f. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. g. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy. ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC's contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the CUSTOMER/END USER. Contractor shall quote a price to CUSTOMER/END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of CUSTOMER/END USER's purchase order. ARTICLE 10: ORDER PROCESSING CHARGE H-GAC will apply an Order Processing Charge for each sale done through the H-GAC contract, with the exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the CUSTOMER/END USER. Contractor will need to refer to the solicitation for the Order Processing Charge. ARTICLE 11: CHANGE OF STATUS Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Master Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Master Agreement. ARTICLE 12: REQUIREMENTS TO APPLICABLE PHYSICAL GOODS In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and with at least the following: a. Be new, unused, and not refurbished. b. Not be a prototype as the general design, operation, and performance. This requirement is NOT meant to preclude the Contractor from offering new models or configurations which incorporate improvements in a current design or add functionality, but in which new model or configuration may be new to the marketplace. Page 3 of 8 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 c. Include all accessories which may or may not be specifically mentioned in the Master Agreement, but which are normally furnished or necessary to make the Product ready for its intended use upon delivery. Such accessories shall be assembled, installed, and adjusted to allow continuous operation of Product at time of delivery. d. Have assemblies, sub -assemblies and component parts that are standard and interchangeable throughout the entire quantity of a Product as may be purchased simultaneously by any END USER/CUSTOMER. e. Be designed and constructed using current industry accepted engineering and safety practices, and materials. f. Be available for inspection at any time prior to or after procurement. ARTICLE 13: TEXAS MOTOR VEHICLE BOARD LICENSING All Contractors that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Master Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Master Agreement, unless the Texas Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request. ARTICLE 14: INSPECTION/TESTING All Products sold pursuant to this Master Agreement will be subject to inspection/testing by or at the direction of H-GAC and/or the ordering CUSTOMER/END USER, either at the delivery destination or the place of manufacture. In the event a Product fails to meet or exceed all requirements of this Master Agreement, and unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the Contractor. ARTICLE 15: ADDITIONAL REPORTING REQUIREMENTS Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information: a. CUSTOMER/END USER Name b. Product/Service purchased, including Product Code if applicable c. Customer Purchase Order Number d. Purchase Order Date e. Product/Service dollar amount f. HGACBuy Order Processing Charge amount ARTICLE 16: BACKGROUND CHECKS Cooperative customers may request background checks on any awarded contractor's employees who will have direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost of obtaining any background information requested by the CUSTOMER/END USER. ARTICLE 17: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL CERTIFICATION As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does not boycott Israel; and 2) will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001, Texas Government Code: 1. "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes; and Page 4 of 8 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 2. "Company" means a for -profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority -owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ARTICLE 18: NO EXCLUDED NATION OR TERRORIST ORGANIZATION CERTIFICATION As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization — specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.) ARTICLE 19: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (Effective Aug. 13, 2020 and as amended October 26, 2020) Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. "Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Contractor must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that Contractors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the -shelf items. ARTICLE 20: BUY AMERICA ACT (National School Lunch Program and Breakfast Program) With respect to products purchased by CUSTOMER/END USER for use in the National School Lunch Program and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations with respect to such programs, including the Buy American provisions set forth in 7 C.F.R. Part 210.21(d), to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs. In the event Contractor or Contractor's supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, H-GAC CUSTOMER/END USER may decide not to purchase from Contractor. Additionally, H-GAC CUSTOMER/END USER may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor agrees to comply with any such requirement. Page 5 of 8 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 ARTICLE 21: BUY AMERICA REQUIREMENT (Applies only to Federally Funded Highway and Transit Projects) With respect to products purchased by CUSTOMER/END USER for use in federally funded highway projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as amended, and the Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs. With respect to products purchased by CUSTOMER/END USER for use in federally funded transit projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 49 U.S.C. Section 5323(j)(1), 49 C.F.R. Sections 661.6 or 661.12, to the extent applicable. Contractor agrees to provide all certifications required by CUSTOMER/END USER regarding such programs. ARTICLE 22: DOMESTIC PREFERENCE In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, a CUSTOMER/END USER using federal grant award funds should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The CUSTOMER/END USER must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money, they shall work with the CUSTOMER/END USER to provide all required certifications and other documentation needed to show compliance. ARTICLE 23: TITLE VI REQUIREMENTS H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Master Agreement and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. ARTICLE 24: EQUAL EMPLOYMENT OPPORTUNITY Except as otherwise provided under 41 CFR Part 60, all Contracts and CUSTOMER/END USER Purchase Orders that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., pg.339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41CFR Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference. Contractor agrees that such provision applies to any contract that meets the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 and agrees that it will comply with such provision. ARTICLE 25: CLEAN AIR AND WATER POLLUTION CONTROL ACT CUSTOMER/END USER Purchase Orders using federal funds must contain a provision that requires the Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Page 6 of 8 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 Pursuant to the Federal Rule above, Contractor certifies that it is in compliance with all applicable provisions of the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387) and will remain in compliance during the term of the Contract. ARTICLE 26: PREVAILING WAGE Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the Davis -Bacon Act, 40 U.S.C. 276a — 276a-5, as amended, and the regulations adopted thereunder contained in 29 C.F.R. pt. 1 and 5. ARTICLE 27: CONTRACT WORK HOURS AND SAFETY STANDARDS As per the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), where applicable, all CUSTOMER/END USER Purchase Orders in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer, on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. ARTICLE 28: PROFIT AS A SEPARATE ELEMENT OF PRICE For purchases using federal funds more than the current Simplified Acquisition Threshold of $250,000, requires negotiation of profit as a separate element of the price. See, 2 CFR 200.324(b). Contractor agrees to provide information and negotiate regarding profit as a separate element of the price for the purchase. Contractor also agrees that the total price, including profit, charged by Contractor will not exceed the awarded pricing, including any applicable discount, under any awarded contract. ARTICLE 29: BYRD ANTI -LOBBYING AMENDMENT Byrd Anti -Lobbying Amendment (31U.S.C. 1352) — Contractors that apply or bid for an award exceeding $100,000 must file the required anti -lobbying certification. Each tier must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier, up to the CUSTOMER/END USER. As applicable, Contractor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti -Lobbying Amendment (31 USC 1352). Contractor certifies that it is currently in compliance with all applicable provisions of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352) and will continue to be in compliance throughout the term of the Contract and further certifies that: 1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the entering into a cooperative Master Agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative Master Agreement. Page 7 of 8 Docusign Envelope ID: B3333DFC-8039-4B19-BE20-D8B5582A2289 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing, or attempting to influence, an officer or employee of a Member of Congress in connection with a Federal contract, grant, loan, or cooperative Master Agreement, Contractor shall complete and submit Standard Form — LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. 3. Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative Master Agreements) and that all subcontractors shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. ARTICLE 30: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS, SUBGRANTS, COOPERATIVE MASTER AGREEMENTS, AND CONTRACTS Contractor certifies compliance with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15. ARTICLE 31: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT Contractor certifies that Contractor will be in compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). Page 8 of 8 City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 EXHIBIT D COMPANY RESOLUTION AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (This Resolution needs to authorize the signatory to sign) WHEREAS, ., a (company type: Inc., LLC.), desires to enter into an Agreement with the City of Miami for the purpose of performing the work described in the contract to which this resolution is attached; and WHEREAS, the (board type; Board of Directors for Inc, Board of Managers for LLC.) at a duly held company meeting has considered the matter in accordance with the bylaws of the company; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD of (same as identified above) that this company is authorized to enter into the Agreement with the City, and the (company officer title) and the (company officer title) are hereby authorized and directed to execute the Agreement in the name of this Company and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this day of , 2025. ("Contractor") An (State) Company By: (sign) Print Name: TITLE: (sign) Print Name: 20 Affix Corporate Seal if applicable City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 EXHIBIT E ANTI -HUMAN TRAFFICKING AFFIDAVIT 21 ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: Pro Name: John Owen iti Go, ernment Services Officer Title: Managing Director Signature of Office ,�/ �f Office Address: ! F k/ < -, /Y /1 i1 ' • %7 CV Email Address O t La /1 bY1; Wain Phone Number: i FEIN No.5 /2 -2 /2 /1 /7 /3 /6 /0 STATE OF ?ei v l v4 i c COUNTY OF v f (C ) The � foregoing instrument was sworn to and subscribed before me by means of physical presence or O online notarization, this &day of Tt.t (1 . by ICJ" 1 6Lu en , as the authorized officer or representative for the nongovernmental entity.. He/she is personally known to me or has producedDriver 1 iaik.s identification. (NOTARY PUBLIC SEAL) My Commission Expires: U 3/ 2 2/ Z o- 4 Sigpature of Person aking Oath Cta cl2e, I&L (L b reX k•2 (Printed, Typed, or Stamped N e of Notary Public) Commonwealth of Pennsylvania - Notary Seal Amanda J. Develly Reinbrecht, Notary Public York County My commission expires March 22, 2028 Commission number1443518 Member, Pennsylvania Association of Notaries EXHIBIT AFFIDAVIT-1 SECTION 787.06, FLORIDA STATUTES (2024) Select Year: 2024 v Go �� Florida �^`�202��^wrl�a SI0tD[eS Title Chapter 787 View Entire X0| KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED ChaALer CRIMES OFFENSES 787.06 Human trafficking.— (1 ) (a) The Legislature finds that human trafficking isaform ofmodern-day slavery. Victims nfhuman trafficking are young children, teenagers, and adults. Thousands of victims are trafficked annually across international borders worldwide. Many of these victims are trafficked into this state. Victims of human trafficking also include citizens of the United States and those persons trafficked domestically within the borders of the United States. The Legislature finds that victims of human trafficking are subjected to force, fraud' or coercion for the purpose of sexual exploitation orforced labor. (b) The Legislature finds that white many victims of human trafficking are forced to work in prostitution or the sexual entertainment industry, trafficking also occurs informs oflabor exploitation, such as domestic servitude, restaurant work, janitorial work, sweatshop factory work, and migrant agricultural work. (c) The Legislature finds that traffickers use various techniques toinstill fear invictims and to keep them enslaved. Some traffickers keep their victims under lock and key. However, the most frequently used practices are less obvious techniques that include isolating victims from the public and family members; confiscating passports, visas, or other identification documents; using or threatening to use violence toward victims ortheir families; telling victims that they will be imprisoned or deported for immigration violations ifthey contact authorities; and controlling the victims' funds by holding the money ostensibly for safekeeping. (d) It is the intent of the Legislature that the perpetrators of human trafficking be penalized for their illegal conduct and that the victims of trafficking be protected and assisted by this state and its agencies. In furtherance of this policy, it is the intent of the Legislature that the state Supreme Court, The Florida Bar, and relevant state agencies prepare and implement training programs in order that judges, attorneys, law enforcement personnel, invesdgators, and others are able tnidentify traffickers and victims ofhuman trafficking and direct victims to appropriate agencies for assistance. It is the intent of the Legislature that the Department ofChildren and Families and other state agencies cooperate with other state and federal agencies to ensure that victims of human trafficking can access social services and benefits toalleviate their plight. (Z) As used in this section, the term: (a) "Coercion" means: 1. Using orthreatening touse physical force against any person; 2. Restrainin8, isolating, nrconfining orthreatening to restrain, isolate, or confine any person without lawful authority and against her orhis will; l. Using [ending orother credit methods to establish a debt by any person when tabor orservices are pledged as asecurity for the debt, if the value of the tabor urservices as reasonably assessed is not applied toward the liquidation of the debt' the length and nature of the tabor urservices are not respectively limited and defined; 4. Destroying, cnnceaiing, removing, confiscating, withholding, or possessing any actual orpurported passport, visa, nrother immigration document, urany other actual orpurported government identification document' of any person; 5. Causing orthreatening tocause financial harm toany person; 6. Enticing or luring any person hyfraud ordeceit; or 7. Providing acontnoKed substance as outlined in Schedule | or Schedule U of s. 893.03 to any person for the purpose ofexploitation ofthat person. (b) "Commercial sexual activity" means any violation ofchapter 796orun attempt tocommit any such offense, and includes sexually explicit performances and the production of pornography. (c) "Financial harm" includes extortionate extension of credit' loan sharking as defined in s. 687.071' or employment contracts that violate the statute of frauds as provided in s. 725.01. (d) "Human trafficking" means transporting, soliciting, recruiting, harboring, providing, enticing' maintaining, purchasing, patronizing, procuring, or obtaining another person for the purpose ofexploitation of that person. (e) "Labor" means work ofeconomic orfinancial value. (f) "Maintain" means, in relation to labor or senvices, to secure or make possible continued performance thereof, regardless of any initial agreement on the part ufthe victim to perform such type service. (Q) "Obtain" means, in relation to labor, commercial sexual activity, or services, to receive, take possession of, or take custody of another person or secure performance thereof. (h) "Services" means any act committed at the behest of, under the supervision of, orfor the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal oforgans. (i) "Sexually explicit performance" means an act nrshow, whether public or private, that is live, photographed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or appeal to the prurient interest. (j) ''Unauthorized alien" means an alien who is not authorized under federal taw to be employed in the United States, as provided in D U.S.C. s. 1324a(h)(3). The term shall be interpreted consistently with that section and any applicable federal rules orregulations. (k) ^Venture" means any group oftwo or more individuals associated in fact' whether nrnot a legal entity. (3) Any person who knowingly, or in reckless disregard ofthe facts, engages in human trafficking, or attempts toengage in human trafficking, or benefits financially by receiving anything ofvalue from participation in a venture that has subjected a person tohuman trafficking: (u)1. For tabor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age commits a felony of the first degree' punishable as provided in s. 775.082^ s. 775.083, ors. 775.004. 2. Using coercion for tabor nrservices of an adult commits afelony of the first degree, punishable as provided ins. 775.082' s. 775.083. ors. 775.084. (b) Using coercion for commercial sexual activity ofan adult commits afelony ofthe first degree, punishable as provided ins. 775.082, s. 775.083' ors. 775.084. (c)1. For tabor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18years ofage who isan unauthorized alien commits afelony ofthe first degree, punishable as provided in s. 775.082, s. 775.083' or s. 775.084. 2. Using coercion for tabor orservices ofan adult who is an unauthorized alien commits afelony ofthe first degnee, punishable as provided ins. 775.082, s. 775.083, or s. 775.084. (d) Using coercion for commercial sexual activity ofan adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083' or s. 775.084. (e)1. For tabor orservices who does sobythe transfer ortransport ofany child younger than 1Oyears ufage or an adult believed by the person to be achiid younger than 18years ofage from outside this state to within this state commits a felony ofthe first degree, punishable as provided in s. 775.082, s. 775.083, ors. 775.084. Z. Using coercion for tabor orservices who does so by the transfer ortransport ofan adult from outside this state to within this state commits afelony ofthe first degree, punishable as provided in s. 775.082, s. 775.083, or s.775.O84. (O1. For commercial sexual activity who does sobythe transfer nrtransport ofany child younger than 18yeao ofage nran adult believed by the person to beachild younger than 18years ofage from outside this state to within this state commits afelony of the first degree, punishable byimprisonment for aterm o/years not exceeding life, or as provided in s. 775.082, s. 775.083, ors. 775.084. I. Using coercion for commercial sexual activity who does sobythe transfer ortransport ofanadult from outside this state to within this state commits afelony nfthe first degree, punishable asprovided in s. 775.082, s. 775.083. ors. 775.084. (g) For commercial sexual activity in which any child younger than 1Dyears ofage oran adult believed by the person to be a child younger than 18 years of age, or in which any person who is mentally defective or mentally incapacitated as those terms are defined in s. 794.011(1)' is involved commits a life felony, punishable as provided For each instance of human trafficking ofany individual under this subsection, a separate crime is committed and a separate punishment is authorized. (4)(a) Any panent, legal guardian, or other person having custody or control ofa minor who sells orotherwise transfers custody orcontrol ofsuch minor, oroffers toset[ urotherwise transfer custody of such minor, with knowledge or in reckless disregard n/the fact that, as consequence of the sate ortransfer, the minor will be subject to human trafficking commits a life felony, punishable as provided in s. 775.082' s. 775.083. ors. 775.084. (b) Any person who, for the purpose ofcommitting nrfacilitating an offense under this section, permanently brands, or directs to be branded' avicdm of an offense under this section commits asecond degree felony, punishable as provided in s. 775.082, s. 775.083, ors. 775.084. For purposes ofthis subsection, the term "permanently branded" means a mark on theindividuai's body that, if it can be removed or repaired at all, can only be removed or repaired by surgical means' Laser treatment, orother medical procedure. (5) The Criminal Justice Standards and Training Commission shalt establish standards for basic and advanced training programs for law enforcement officers in the subjects ofinvestigating and preventing human trafficking crimes. Every basic skills course required for law enforcement officers to obtain initial certification must include training on human trafficking crime prevention and investigation. (6) Each state attorney shalt develop standards ofinstruction for prosecutors to receive training on the investigation and prosecution ofhuman trafficking crimes and shall provide for periodic and timely instruction. (7) Any pea( property or personal property that was used, attempted to be used, or intended to be used in violation of this section may be seized and shall be forfeited as provided by the Florida Contraband Forfeiture Act. After satisfying any liens on the property, the remaining proceeds from the sate ofany property seized under this section and owned by defendant convicted ofaviolation of this section must first be allocated to pay any order of restitution of human trafficking victim inthe criminal case for which the owner was convicted. |fthere are multiple human trafficking victims in the criminal case, the remaining proceeds must be allocated equally among the victims tupay restitution. |fthe proceeds are sufficient topay any such order ofrestitution, any remaining proceeds must bedisbursed asrequired bys. 932.7055(5)'(9). (8) The degree nfan offense shall be reclassified as follows if person causes great bodily harm, permanent disability, or permanent disfigurement to another person during the commission of an offense under this section: (a) A felony of the second degree shall be reclassified as a felony of the first degree. (b) Afeiony of the first degree shall be reclassified as a life feiony. (9) In a prosecution under this section, the defendant's ignorance ofthe vicdm's age, thevicbm's misrepresentation of his or her age, or the defendant's bona fide belief ufthe victim's age cannot be raised as a defense. (10)(a) Information about the location of residential facility offering services for adult victims of human trafficking involving commercial sexual activity, which is held by an agency, asdefined ins. 119.U11'isconfidential and exempt from s. 119.07(1)and s. I4(a),AUL. |ofthe State Constitution. This exemption applies to such confidential and exempt information held by an agency before, on, or after the effective date ofthe exemption. (b) Information about the location of residential facility offering services for adult victims ofhuman trafficking involving commercial sexual activity may be provided to an agency, as defined in s. 119.011, as necessary to maintain health and safety standards and to address emergency situations in the residential facility. (c) The exemptions from s. 119.07(1) and s. 24(a),Art. | of the State Constitution provided in this subsection do not apply tofacilities licensed bythe Agency for Health Care Administration. (11) A vicdmt tack of chastity or the willingness or consent of a victim is not a defense to prosecution under this section ifthe victim was under 18years ufage a1the time cfthe offense. (12) The Legislature encourages each state attorney to adopt pro -prosecution policy for human trafficking offenses, as provided in this section. After consulting the victim, or making good faith attempt tnconsult the victim, the state attorney shall determine the filing, nnnfiiing, or diversion of criminal charges even in circumstances when there is no cooperation from avictim orover the objection ofthe victim, if necessary. (13) When a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer ora representative ofthe nongovernmental entity under penalty ofperjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in this section. For purposes ofthis subsection, the term "governmental entity" has the same meaning auins. 287.138(1). History—*. I. ch. 2004'391; ,. 1' ch. 2006'168; ,. s. ch. 2012'97; ,. 300' ch. 201*'19; `. 7' ch. 201+160; s. 96' ch. 2015'2; ,. z. c». 2015'147; ,. 3. ch. 2016'2*; ,. 25.ch. 2016'105;,. 4.ch. 2ol6'1Vy; s. Z' ch. 2020'*9;,. Z. ch. 2021'189; ,. }'ch. 2023'86;,.7. ch. 2024' 1x*. Copyright m 1995'2024The Florida Legislature ^ Privacy Statement ^ Contact Us DIVISION OF CORPORATIONS rut uffiriaft Surre of Fiurilat w b3ite Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation PROTIVITI GOVERNMENT SERVICES, INC. Filing Information Document Number F12000003947 FEI/EIN Number 52-2217360 Date Filed 09/25/2012 State MD Status ACTIVE Principal Address 1737 KING ST SUITE 320 ALEXANDRIA, VA 22314 Changed: 11/14/2022 Mailing Address 2884 SAND HILL RD Suite 200 MENLO PARK, CA 94025 Changed: 04/24/2023 gistered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Officer/Director Detail Name & Address Title Director WADDELL, M. KEITH 2884 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025 Title Director GENTZKOW, PAUL F 2884 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025 Title Sr. VP, Business Development Brand , David 1737 King Street Ste. 320 Alexandria, VA 22314 Title Secretary & Treasurer Murphy, Patrick 1737 KING STREET, STE. 320 ALEXANDRIA, VA 22314 Title Director Buckley, Michael C 2884 SAND HILL ROAD SUITE 200 MENLO PARK, CA 94025 Title Managing Vice President, Business Operations Owen, John 1737 KING STREET, STE. 320 ALEXANDRIA, VA 22314 Title VP Jamati, Mark 3001 Bishop Drive Suite 140 SAN RAMON, CA 94583 Title President Keating, Perry 1737 KING STREET, STE 320 ALEXANDRIA, VA 22314 Annual Reports Report Year Filed Date 2023 04/24/2023 2024 04/16/2024 2025 04/29/2025 Document Images 04/29/2025 --ANNUAL REPORT 04/16/2024 --ANNUAL REPORT 04/24/2023 --ANNUAL REPORT 11/14/2022-- AMENDED ANNUAL REPORT 04/27/2022 --ANNUAL REPORT 04/27/2021 --ANNUAL REPORT 04/20/2020 --ANNUAL REPORT 04/30/2019 --ANNUAL REPORT 04/27/2018 --ANNUAL REPORT 04/24/2017 --ANNUAL REPORT 04/19/2016 --ANNUAL REPORT 04/24/2015 --ANNUAL REPORT 04/24/2014 --ANNUAL REPORT 05/01/2013 --ANNUAL REPORT 09/25/2012 -- Foreign Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations GOVERNMENT SERVICES 1737 King Street, Suite 320 Alexandria, Virginia 22314 Main: 703.299.3444 Fax: 703.299.3046 www.protiviti.com/government July 16, 2025 Private and confidential Ms. Aimee Gandarilla Procurement Assistant City of Miami Procurement Department 444 SW 2"d Avenue, 6th floor, Miami, FL 33130 Subject: Supplemental Agreement for Oracle Project Support ("Supplemental Agreement") Dear Ms. Gandarilla, I am the Corporate Secretary and lead counsel for Protiviti Government Services, Inc., a corporation, and a subsidiary of Protiviti Inc., and I have the authority to deliver this letter. In my capacity as corporate secretary and lead counsel, I am familiar with the above -referenced Supplemental Agreement. Based upon the foregoing, I am confirming that John Owen, as Managing Vice President, Business & Operations of Protiviti Government Services, Inc., in good standing, has the requisite power and authority to execute the Supplemental Agreement on behalf of Protiviti Government Services, Inc. el 'Patrick Murphy Protiviti Government Services, Inc. City of Miami, Florida Supplemental Agreement to H-GAC Contract No. TS06-25 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. NAME: VAT "Contractor" Protiviti Government Services, Inc. BY: ON 9�� NAME: JohnOwen TITLE: C.ci.12 .2!c fi (Corporate Seal) ATTEST: BY: TITLE:ManagingVP,Business&Operations Todd B. Hannon City Clerk "City" THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA BY: Arthur Noriega City Manager APPROVED AS TO LEGAL FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: BY: BY: George K. Wysong III Ann -Marie Sharpe City Attorney Director of Risk Management 15 Olivera, Rosemary From: Gandarilla, Aimee Sent: Wednesday, July 23, 2025 8:19 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Fossler, Thomas; Del Oro, Jessica Subject: Executed Supplemental Agreement Protiviti Government Services, Inc. (matter 25-1646) Attachments: Supplemental Agreement Protiviti Government Services, Inc. (matter 25-1646).pdf Good morning Todd, Please find attached the fully executed copy of an agreement from DocuSign that will be considered an original agreement for your records. Jessica: Please close Matter 25-1646. Thank you, Aimee camtunilla Procurement Assistant City of Miami Procurement Department 444 SW 2nd Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E adandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i